Purchase Order Terms and Conditions

PRICES / TAXES / QUANTITIES- Prices shown on the face of this Purchase Order shall be firm and fixed unless otherwise agreed to in writing by the Columbus Metropolitan Library (Library). The Library is a government agency and as such is exempt from the payment of sales tax. Shipments shall not vary from quantities specified herein unless agreed to by the Columbus Metropolitan Library.

ACCEPTANCE / INSPECTION / REJECTION- By acceptance of this Purchase Order and/or performance hereunder, Seller agrees to comply fully with the terms and conditions of sale set forth on both the front and reverse sides of this document, and any supplements hereto which are incorporated by a reference herein. Acceptance of this Purchase Order is expressly limited to the terms and conditions contained herein and none of Seller's terms and conditions in acknowledging or accepting this Order shall apply. Acceptance of the goods or services under this Purchased Order shall not constitute acceptance of Seller's terms and conditions. No employee, representative or agent of the Library has any authority to bind the Library to any affirmation, representation, or modification concerning the services or goods to be provided hereunder unless specifically included within this Purchase Order or as a written amendment hereto and signed by an authorized representative of the Library's Purchasing Division. Seller may not ship under reservation. Final inspection and acceptance of goods and services shall be on the Library's premises unless otherwise agreed to in writing. Non-conforming goods shall be returned freight collect, and Seller shall be debited for the inbound transportation cost plus handling expense. Such rejected goods shall be deemed to be the property of the Seller.

DELIVERIES / REMEDIES / WAIVER- Time is of the essence for this Order. If Seller fails to make deliveries or perform the services at the time agreed upon, or performs the work hereunder in such a fashion as endangers its ability to make timely deliveries or to render timely performance of services, the Library reserves the right to cancel, purchase elsewhere, and hold Seller accountable for any additional costs or damages incurred by the Library. If it is determined that it is necessary to correct actual or anticipated failures, or hazards in its products attributable to a defect or nonconformity in goods provided by Seller under this Order, Seller shall reimburse Columbus Metropolitan Library for actual expenses which the Library incurs. Rights and remedies of the Library hereunder are cumulative and in addition to any implied rights or remedies provided by law or equity. Any waiver by the Library of any particular breach of default hereunder by Seller shall not constitute a continuing waiver or a waiver of any breach or default. Approval by the Library of Seller's proposed design, test plans and/or procedures, manufacturing process, methods, tooling or facilities shall not relieve Seller from meeting all requirements of this order.

WARRANTY- Unless a different warranty is agreed upon and set forth herein, Seller warrants all goods and/or services delivered or provided hereunder to be free from defect in materials or workmanship, fit for the purpose intended for a period of twelve (12) months from delivery to the Library and to conform strictly to the specifications, drawings or sample specified or furnished and any supplementary documentation referenced herein. Seller further warrants the Seller shall comply with the requirements of all applicable federal, state and local laws, rules, ordinances and regulations, such as, but not limited to, OSHA, Hazardous Materials Transportation Act, Toxic Substances Control Act and Consumer Product Safety Act. This warranty shall survive any inspection, delivery or acceptance of the goods or services, or payment therefor, by the Library.

CHANGES- The Library may at any time by a written order, and without notice to the sureties, make changes within the general scope of this Order in any one or more of the following: (i) drawings, designs or specifications; (ii) method of shipment or packing; and (iii) place of delivery. If any such change causes an increase or decrease in the cost, or the time required for the performance of any part of the work under this Order, whether changed or not changed by any such order, an equitable adjustment shall be made in the price or delivery schedule, or both, and the Order shall be modified in writing accordingly. Any claim by Seller for adjustment under this clause must be asserted in writing within thirty (30) days from the date of receipt by Seller of the notification of change, provided, however, that the Library, if it decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this order. However, nothing in this clause shall excuse Seller from proceeding with this Order as changed. The Library may from time to time render assistance or give technical advise to, or exchange information with Seller's personnel concerning this Order or the articles or services to be furnished hereunder. However, this shall not constitute a waiver with respect to any of Seller's obligations or the Library's rights hereunder or be authority for any change in the goods or services called for hereunder. Any waiver or change to be valid and binding upon the Library must be in writing and signed by an authorized representative of the Library's Purchasing Division. In case of any doubt, Seller should promptly consult the Library' s Purchasing Division for further instructions.

BANKRUPTCY- In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Seller, including any reorganization or arrangement proceeding, or in the event of the appointment, with or without the Seller's consent, of an assignee for the benefit of creditors or of a receiver, the Library may cancel this Order for default and hold Seller accountable for any additional costs or damages incurred by the Library.

THIRD PARTY CONTRACT / ASSIGNMENT- Neither this Order nor any rights and obligations under it shall be assigned or contracted to third parties by Seller without the prior written consent of the Library, except that claims for monies due or to become due under this Order may be assigned by Seller without such consent, and subject to the provisions of these Paragraph. The Library shall promptly be furnished with written notice and a signed copy of any such assignment. Payment to an assignee of such claim shall be subject to setoff or recoupment for any present or future claim or claims which the Library may have against Seller except to the extent subject to the foregoing, any third party contract and/or assignment made hereunder shall incorporate the provisions of this Order by specific reference hereto.

COLUMBUS METROPOLITAN LIBRARY PROPERTY- All materials, tools, plates, artwork, film, drawings, specifications and similar items furnished or paid for by the Library shall be clearly identified as Columbus Metropolitan Library property, removable by the Library at any time at no additional cost, used only in filling the Library orders, inventoried by Seller, kept separate from other such materials, treated confidentially and not disclosed to any third party, and disposed of by Seller as the Library shall direct. Seller shall be responsible for loss or damage to any such Library property, excepting normal wear and tear, and shall furnish the Library a written inventory upon request.

SUPPLEMENTARY DOCUMENTATION- Any specifications, drawings, notes, instructions, engineer notices or technical data referred to herein shall be deemed to be incorporated herein by reference, as if fully set forth. In case of any discrepancies or questions refer to the Library's Purchasing Division for decision, instructions or interpretation.

INFORMATION DISCLOSED- Unless expressly agreed to in writing by the Library, no information or knowledge disclosed to the Library in the performance of or in connection with this Order shall be deemed to be confidential or proprietary, and any such information or knowledge shall be free from any restrictions as part of the consideration for this Order.

GENERAL SHIPPING INSTRUCTIONS- For shipments made F.O.B. shipping point: (a) All shipments moving in one day to the same location via the same carrier shall be consolidated on one bill of lading. Multiple packages in the same UPS shipment shall be tied into bundles. (b) Unless otherwise specifically instructed, shipments via limited liability carriers (Air Freight, UPS, etc.) and those subject to release value ratings shall be declared at the value which will secure the lowest transportation charge. (c) Seller shall comply with the Library's shipping and routing instructions. Seller shall not use premium cost transportation unless authorized by the Library. (d) Losses and/or excess charges resulting from deviation from the Library's instructions will be charged to the Seller's account.

PROOF OF SHIPMENT- Seller shall forward the receipt or bill of lading signed by the Carrier with Seller's invoice as evidence of shipment. Seller shall receive and retain mailing receipts for uninsured parcel post.

INDEMNIFICATION- To the extent that Seller's agents, employees or other subcontractors enter upon premises occupied by or under control of the Library, or any of its customers or supplies, in the course of the performance of this Order, Seller shall take all necessary precautions to prevent the occurrence of any injury (including death) to any persons, or any damage to any property, arising out of any acts or omissions of such agents, employees, or subcontractors, and except to the extent that any such injury or damage is due solely and directly to the Library's negligence, shall indemnify the Library against any loss, claim, damages, liability, expense (including reasonable attorney's fees) and cause or action, whatsoever, arising out of any act or omission of the Seller, its agents, employees or subcontractors, and Seller shall maintain such Public Liability, Property Damage and Employer's Liability and Compensation Insurance as will protect the Library from any of said risks and from any claims under an applicable Worker's Compensation and Occupational Disease Acts.

CONTRACT- This order and the acceptance thereof shall be a contract governed by the laws of the State of Ohio.

NOTICE OF DELAY- Wherever any actual or potential event, including labor disputes, occurs that delays or threatens to delay the timely performance of this Order, Seller shall give immediate notice thereof to the Library.